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Liberia: Types of Company

Company Formation

This page was last updated on 10 April 2021.

Liberian corporations, registered business companies, LLCs, limited partnerships, foundations and not-for-profit corporations are formed under the Liberian Associations Law 1977 (as amended).

Non-resident Liberian entities are not liable for Liberian tax unless they are beneficially owned by a person liable to taxation in Liberia. They cannot trade within Liberia or own property in Liberia, nor conduct banking, insurance, insurance brokering or investment fund business anywhere. Directors, officers, managers, etc. can be any nationality and the entity can be managed from any jurisdiction.

The Liberian company registry is operated by LISCR (Liberian International Ship and Corporate Registry) as agent of the republic’s Minister of Foreign Affairs.

>At the time of writing, the cost of formation of most Liberian entities is US$990, which includes the first year's annual registration tax and fee to the registered agent in Liberia. In the case of a corporation or registered business company, capitalisation tax on either 100, 500 or 1,000 shares at no par value is $20, $100 and $200 respectively. Thereafter annual tax and fees of $890 are due. Different formation and annual charges apply to limited partnerships and foreign maritime entities (see below).

A formation request will be accepted from any professional user of offshore corporations (including ship managers, manning agents, ship owners, etc., as well as company and trust managers, lawyers, accountants, investment companies). Individuals not professionally engaged in company management or acting as professional advisor are not normally permitted to form companies.

Every name must include a suffix appropriate to the type of entity, but, as with the name, it can be in any language so long as it is in Roman characters. There are special provisions to enable a name to be recorded in Chinese characters. A name must not be the same as or too similar to an existing name, and there are restrictions on using names which may imply a connection with or the patronage of the Liberian government.

A Liberian entity may conduct any activity not specifically precluded by the law (e.g., a foundation may not trade, though it may own the shares of a trading organisation). Many corporations have a provision enabling them to do anything permitted by the Business Corporation Act. This allows them to carry on any business which does not require a licence from an authority in Liberia (thus precluding banking, insurance, investment funds and gaming.)

To facilitate same-day incorporation, the LISCR Trust Company acts as subscriber to the formation documents such as the articles of incorporation and registration certificate. Formation documents include the transfer of subscription from each LISCR subscriber. On request, staff of the registered agent will conduct organisation meetings, adopt bylaws, appoint directors, etc., for a corporation or registered business company as instructed in the request.

One shareholder and one director are required for a corporation or registered business company. Though one person can hold all the officerships of a corporation; they cannot also be the sole director and secretary of a registered business company. In a limited partnership, there must be at least one general and one limited partner. One member and one manager are sufficient for an LLC. Detailed information about requirements for a foundation and a not-for-profit corporation can be obtained from LISCR.

Corporations and registered business companies can be formed with registered and/or bearer shares, with the facility to change from one to the other. There is no requirement to file the partnership agreement for a limited partnership, the management agreement for an LLC or the statutes of a foundation. In the case of a limited partnership and foundation, an abstract of some of the terms is filed.

Foreign maritime entities (FMEs) are legal entities established in another jurisdiction. In order to own a ship registered under the Liberian flag, they register in Liberia and become a Liberian entity, retaining the underlying entity in the place of original formation. For example, a German limited partnership registers as an FME. The partnership continues in Germany, though the FME will be the legal entity that owns the ship. An FME is only permitted to have as its object the owning and operating of a Liberia-flagged ship.

Formation and registration instructions, specifying the information needed to form/register each type of non-resident legal entity permitted by Liberian law, are available from LISCR.

 

 

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